Effective date:
These Terms & Conditions (the "Terms") govern your purchase and use of services provided by Protection Ordinateur AS ("Provider", "we"). By signing a quote, scope of work, or placing an order (each an "Order"), you agree to be bound by these Terms.
Client: the entity identified on the Order. Services: managed IT, security, backup/DR, networking, and related professional services. Systems: Client‑owned or leased hardware/software within scope.
The Order and any Statement of Work ("SOW") describe the Services, fees, term, and assumptions. If there is a conflict, the following order applies: (1) DPA (if executed), (2) SOW/Order, (3) these Terms, (4) any referenced policies.
Support hours are Mon–Sun 09:00–22:00 (America/Toronto). After‑hours on‑call is available under SLA. Target response times are outlined on relevant service pages or the executed SLA. Actual resolution times vary by complexity and third‑party dependencies.
Changes to scope, quantities, or assumptions may require a revised Order or SOW. We will notify Client of any material impact to fees or timelines before proceeding.
Each party will protect the other’s confidential information with reasonable care and use it only to perform obligations under these Terms. Exclusions apply for information that is public, independently developed, or rightfully received from a third party.
We process personal information in accordance with our Privacy Policy. Where we act as a processor on Client’s behalf, our Data Processing Addendum (DPA) (if executed) forms part of these Terms.
We implement reasonable administrative, technical, and physical security controls appropriate to the Services. Client acknowledges that no system is 100% secure and agrees to promptly implement recommended remediations.
Unless expressly included on the Order, data backup and DR are out of scope. Where included, we will configure schedules and retention policies per the Order and provide periodic restore tests as specified. Client is responsible for validating that RPO/RTO objectives meet business requirements.
Some Services rely on third‑party platforms or hardware. We are not responsible for outages or defects of third parties but will coordinate support in good faith. Warranties are limited to those offered by the manufacturer or vendor.
Client will not use the Services to infringe intellectual property, violate law, transmit malware, or circumvent security. We may suspend Services to protect Client environments or the broader network in case of detected abuse or compromise.
Upon discovery of a security incident impacting Client data within our control, we will notify Client without undue delay, provide known details, and cooperate on remediation and communications as required by law and the DPA.
EXCEPT AS EXPRESSLY STATED IN AN ORDER OR SOW, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOST PROFITS, REVENUE, DATA, OR GOODWILL. EXCEPT FOR UNPAID FEES, CONFIDENTIALITY BREACHES, OR INDEMNITY OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT FOR THE AFFECTED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Each party will defend and indemnify the other against third‑party claims to the extent arising from (a) its breach of these Terms or (b) its gross negligence or willful misconduct.
We may suspend Services for (a) non‑payment after notice, (b) security threats or misuse, or (c) legal requests. We will restore Services when the cause is remedied.
Neither party is liable for delay or failure due to events beyond reasonable control (e.g., natural disasters, labor actions, power or Internet failures, supplier outages), provided the affected party takes reasonable steps to mitigate.
These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in Québec City, QC.
Legal notices must be sent to the addresses on the Order, with a copy to support@protectionordinateuras.com. Notices are deemed received when delivered by email (with confirmation) or courier.
Neither party may assign these Terms without the other’s written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
These Terms, the Order/SOW, and referenced documents constitute the entire agreement and supersede prior proposals. We may update these Terms from time to time; the version posted at the time of a new Order applies unless otherwise agreed in writing.
